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AG 07-186 ~ DATE IN: DATE OUT: 1. 2. 4. CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP ORIGINATING DEPT.IDN: pvV I DS ORIGINATING STAFF PERSON:_vVII/ AppUAtm./ TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT EXT: ,2;1"10 3. DATE REQ. BY: o SECURITY DOCUMENT (EG, AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT AG#: f!)7 -r~ o CDBG )(OTHER q~tf Us,&' ~F1IIh1t.J- 6. 5. PROJECT NAME: NAME OF CONTRACTOR: (SS~ fuyXfhlt }-tvlct>tI'UI~J LU/ ADDRESS: UJ SIGNATURE NAME: TELEPHONE TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE 8. 9. 10. 11. TERM: COMMENCEMENT DATE: COMPLETION DATE: TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX; IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ "'lIl.\)1 C<)NTRACT REVIEW /" IlfPROJECTMANAGERS; ft '~. ) ;6DIRECTOR ' -;-( . /i e t,t - o IMSK IvD'\l.q-A(j,Bv:~H ptAW ?/l/ift/Jig D1- lAA\S "7{loI01 S"" ",ot<-'" CONTRACT SIGNATURE ROUTING UYLAW DEPARTMENT rn--CITYMANAGER 1l/J.O!01 IiYCITY CLERK III/s J C1 ~GN COpy BACK TO ORGINATING DEPT. LY'" AsSi'2neci 1t(;:iF ~~ ..!:~ cr-NJRCI \SRm. fL~A U 0 'fO. PAID BY: 0 CONTRACTOR 0 CITY INITIALIDATE APPROVED 87glCf1~rrJb~;:j~Pj! irU-hCLC 5/i t\.oI Jt'( ,(,! ~Nf.~ INITIALIDATEAPPROVEIJ ) ~ f~7J/a~ INITIALIDATE APPROVED 07/05 , Return Address: City of Federal Way Attn: William Appleton, P.E. 33325 8th Ave S . PO Box 9718 Federal Way, WA 98063-9718 EASEMENT USE AGREEMENT THIS AGREEMENT is entered into this 2)'.b day of ~~e ,2007, by and between the City of Federal Way, Washington, a Municipal SSC (hereinafter "City") and SSC Property Holdings, LLC, a Delaware limited liability company (hereinafter "SSC"), collectively referred to herein as the "Parties. " SSC is the owner of certain real property located in the City of Federal Way, Washington, as legally described on Exhibit A (the "Land"). SSe's predecessor in interest, SSC Property Holdings, Inc., previously granted to the City an easement for utility purposes, recorded on April 8, 2004, King County Filing Number 20040408000550 (the "Easement"), affecting that portion of the Land described on Exhibit B (the "Easement Area"). SSC desires to use that portion of the Easement Area described on Exhibit C for the continued placement and situating of building columns and canopy overhangs (the "Improvements") . In consideration of their mutual covenants, the Parties agree as follows: 1. Term. This Agreement shall become effective upon execution by both Parties and shaH continue in force as long as SSC maintains the Improvements in the Easement Area. Abandonment or relocation of the Improvements or termination under other provision of this Agreement shall immediately terminate this Agreement. 2. Permitted Use of Easement Area. 2.1 SSC shall be entitled to use that portion of the Easement Area necessary for the installation, repair, maintenance, and replacement of the Improvements. SSC shall not construct any further Improvements in the Easement Area without written agreement by the City. In the event that the City incurs any costs in connection with its use of the Easement Area as contemplated by the Easement, which costs are incurred as a direct result of the existence of the Improvements in the Easement Area (and which would not have been incurred but for the existence of the Improvements in the Easement Area), SSC agrees to reimburse the City for such costs. In the event City desires to use the Easement Area, City shall in good faith use its best efforts to do so in such a way as to minimize the necessity of incurring costs and expenses for which SSC would be responsible under this Section 2.1. Page 1 2.2 sse shall remove the Improvements from the Easement Area upon termination of the Agreement, at SSC's sole cost and expense. 2.3 The City reserves the right to use and access the Easement Area for the purposes set forth in the Easement. 3. Improvements. SSC may update or replace the Improvements from time to time, provided that any change in the location or configuration of the Improvements in the Easement Area is approved in writing by the City, such approval not to be unreasonably withheld. 4. Maintenance. SSC shan have sole responsibility for the maintenance, repair, and security of its Improvements, and shall keep the same in good repair and condition during the Agreement term. 5. Termination. Except as otherwise provided herein, this Agreement may be terminated, without penalty to the City or further liability of the City, as follows: 5.1 Upon thirty (30) days written notice by either party, ifthe other party fails to cure a default or breach of this Agreement within thirty (30) days of receipt of written notice of such breach, or such longer period as may be required to diligently complete a cure commenced within the thirty (30) day period; 5.2 Upon ninety (90) days written notice by SSC; 5.3 Upon thirty (30) days written notice by the City if SSC abandons, vacates or ceases using the Improvements; or 5.4 Automatically and without necessity of further action by the Parties, upon termination of the Easement. 6. Indemnity. 6.1 Disclaimer of Liability. The City shall not, at any time, be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of SSe's construction, installation, maintenance, repair, use, operation, condition or dismantling of the Improvements, and SSC expressly assumes all such risk. 6.2 Indemnification and Hold Harmless. SSC shall, at its sole cost and expense, indemnify and hold harmless the City and its officers, boards, commissions, employees, agents, attorneys, and contractors from and against any and all liability, damages, and claims, (including, without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be asserted by reason of any act or omission of sse, its employees, agents, or contractors and which is in any way connected with the construction, installation, operation, maintenance, repair, use, condition or dismantling of the Improvements, except for claims arising from the negligence or willful misconduct of the City or its officers, boards, commissions, employees, agents, attorneys or contractors. In the event any such action or proceeding shall be brought against the City, SSC shall, at SSe's sole cost and expense, resist and defend the same provided, however, that SSC shall not admit liability in any such matter on behalf of the City without the written consent ofthe City. Nothing herein shall be deemed to prevent the City from cooperating with SSC and participating in the defense of any litigation with City's own counsel. SSC shall pay all reasonable expenses incurred by City in response to any such actions, suits or proceedings. Page 2 These expenses shall include all reasonable out-of-pocket expenses such as attorney fees and shall also include the reasonable value of any services rendered by the City's attorney, and the actual expenses of City's agents, employees, consultants and expert witnesses, and disbursements and liabilities assumed by City in connection with such suits, actions or proceedings. 6.3 Survivability. The provisions of this paragraph shall survive the expiration of termination of this Agreement with respect to any event occurring prior to such expiration or termination. 7. General Provisions. 7.1 Entire Agreement. This Agreement, together with the Easement, constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations, and other agreements of any kind. Except as previously set forth, there are no representations or understandings of any kind not set forth herein. 7.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties. 7.3 Full Force and Effect. Any provision of this Agreement that is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shan remain in full force and effect. In the event that a court of competent jurisdiction determines void or invalid any term of any other Agreement, where such term is substantially equivalent to a term of this Agreement, the City may, at its sole option and within thirty (30) days of notice thereof by SSC: (i) determine that such judicial determination shall not affect the terms of this Agreement, which shan continue in full force and effect; or (ii) determine that a term of this Agreement is invalid, but severable, and that such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. 7.4 Attornev Fees. In the event either of the Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. 7.5 No Waiver. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. 7.6 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 7.7 Authority. Each individual executing this Agreement on behalf of the City and SSC represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of such Party. 7.8 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Page 3 7.9 Captions. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. 7.10 Equal Opportunity to Draft. The parties have participated and had an equal opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. 8. Successors and Assigns. The rights and obligations described herein shall run with the Land and the Easement, shall inure to the benefit of the City and the SSC, and shall be binding upon their respective successors, heirs and assigns. Whenever a transfer occurs in the ownership of the Land or Easement, or any part thereof, the transferor shall have no further liability for breach of covenant occurring thereafter. Parties agree to look solely to the interest of the owner of the Land or of the Easement for the recovery of any judgment. This Agreement is executed as of the date first set forth above. By: CITY OF FEDERAL WAY .~~ /11 t.-- Cary M. Roe, .E. Assistant City Manager 33325 8th'Ave S PO Box,97l8 Federal Way, Washington 98063-9718 ATTEST: Ci APPROVED AS TO FORM: ~~;r___~cJ ~ Patricia A. Richardson, City Attorney Page 4 SSC By: (Signat 1)tW l'{) ~. 1>olL (Name) Its: 6tL. "\~M 1'~1 oal-l (Title) 701 WE'\t&~ !rJffllAf. GIt~tl..,e., CA qlz.ol (Address) (gIrt) 2'#&4" io~o (Telephone) STATE OF CALIFORNIA ) ) ss. COUNTYOF 1...0'.> ~l{)S ) On this day personally appeared before me ofSSC Property Holdings, LLC, that executed t~ egoing instrument, and acknowledged the said instrument to be the free and voluntary act an of said corporation, for the uses and purposes therein mentioned, and on oath stated th h was authorized to execute said instrument and that the seal affixed, if any, is the corpor~ aid corporation. GWEN my hand and official seal this :x:. of , 200_. (typed/printed name of notary) Notary Public in and for the State of California. My commission expires: Page 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~~~~~~~~~..G<'~~~ State of California County of ~t.-O? A-Nb~ On ::r \AN.~ ?.S. 200"1'- before me, Date . personally appeared \) Mi\'t) Nc-r l'\A~u. ~, Name(s) of Signer(s) ~personally known to me o (01 PIOV<JJ 10 ",e 011 lI,e ba~;~ of 1Sc!!Iti!fc!!lGlo, y evid~lI{,e) roL ~, -. ~ - ;ER;OI;:~; ~ ~ _ CommIssIon # 1658982 i ... Notary PublIc - California ~ ~. LOIAngMs~~ __ __ __ ~~:.~~1~2~ to be the person~whose name~ ishtfe subscribed to the within instrument and acknowledged to me that he/sRs/tRey executed the same in his~~~n9ir authorized capacity~, and that by hislfl~rltl'leir signatur~ on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above ~.",-r:i k~ ~ OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: 'eA<i:>~t--\.e-NT lA~~ 1Ab~', Document Date: iJU rJ ~ 2. c;) UX>-=1- Number of Pages: -<b Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: '"04W'''\)~. -pO\.-\- Signer's Name: o Individual 0 Individual ~ Corporate Officer - Title(s): ~. V\c..€~'~ Corporate Officer - Title(s): o Partner - 0 Limited 0 General 0 Partner - 0 Limited 0 General o Attorney in Fact 0 Attorney in Fact o Trustee 0 Trustee o Guardian or Conservator 0 Guardian or Conservator o Other: 0 Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: ~'PfLc'P81--ry HoLPI!~S Signer Is Representing: ~~~~~~~~~~~~~~~~~~~~,,~~~~~~~~~~~~~~~~ @2006 National Notary Association' 9350 De Soto Ave., P.O. Box 2402. Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 EXHIBIT A LEGAL DESCRIPTION OF THE LAND Lot 2, King County Short Plat Number 974009, as recorded under King County Recording Number 7411220280, being a portion of the Southeast Quarter of the Northeast Quarter in Section 17, Township 21 North, Range 4 East, W.M., in King County, Washington. Page 6 EXHIBIT B LEGAL DESCRIPTION OF THE EASEMENT AREA The West 3 feet of the East 12 Feet of Lot 2, King County Short Plat Number 974009, as recorded under King County Recording Number 7411220280, being a portion of the Southeast Quarter of the Northeast Quarter in Section 17, Township 21 North, Range 4 East, W.M., in King County, Washington. Page 7 - - -"",~ IOIt' Eo.; 0 z ~ 25 10-1 ;;;:;;! ~ :J ~ W 00 U < - z ~ w <..? ~ 'So -1: ~ ~. cr \il'il 0 1-- Eo.; .. if) c 10-1 r;Q 00 u ... :::J I U r..., CD ;5 :,) Eo.; N (1. '" 10-1 - ~ rt c. 10-1 '" ~ ~ \ 3' : j + I o 11J =- SO,U;: IN FEET <;5 20 r9.5' COLUMN F ACE TO PROPERTY LINE I I -1,3' OVERHANG EDGE TO PROPERTY LINE 1.5' COLUMN FACE 10 PROPERTY LINE 30' EASEMENT .-9.4' BU!LDING CORNER TO PROPERTY LINE ~ ~~!-: A. D.:h....j;.~<:In ewf 00""1-. t.ob.C 'lItt:~tl.W"'mlMZ r,q,:, ("av,ete{!ID'9 LEGEND r< ~ ~. ; ~. ~ ~.:~ ~/J PROPER TY LINE CENTERLINE EASEMENT LINE BUILDING BUILDING COLUMN BUiLDING OVERHANG JgJ EXPIP(S JUNE 4, 2000 59' ill Z -I ~ W I- Z W U (f) ~ J: () u.. U <t: a.. 00 ~ ~ ~..._.-' j BUILDING COLUMN EASEMENT EXHIBIT PUBLIC STORAGE, INC.. FEDERAL WAY JNM-' $12915 I 04-12-07 I 1"=10'